EXHIBIT 10.5


                                    EXHIBIT A

         THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL EITHER (i) A REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE WITH REGARD THERETO, OR (ii) THE COMPANY SHALL HAVE RECEIVED AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY AND ITS COUNSEL THAT AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS
IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

                             STOCK PURCHASE WARRANT

                          TO PURCHASE 150,000 SHARES OF

                                 COMMON STOCK OF

                            DIGITAL BIOMETRICS, INC.

         THIS CERTIFIES THAT, for good and valuable consideration, Dennis
Wendell is entitled to subscribe for and purchase from Digital Biometrics, Inc.,
a Delaware corporation (the "Company"), subject to the terms hereof at any time
after August 18, 1997, to and including August 17, 2002, One Hundred Fifty
Thousand (150,000), fully paid and nonassessable shares of the Company's Common
Stock at the price of $1.875 per share (the "Warrant Exercise Price"), subject
to the antidilution provisions of this Warrant. The shares which may be acquired
upon exercise of this Warrant are referred to herein as the "Warrant Shares." As
used herein, the term "Holder" means the initial holder, any party who acquires
all or a part of this Warrant as a registered transferee of the initial holder
in accordance with the terms of this Warrant, or any record holder or holders of
the Warrant Shares issued upon exercise, whether in whole or in part, of the
Warrant; the term "Common Stock" means and includes the Company's presently
authorized voting common stock, no par value per share, and shall also include
any capital stock of any class of the Company hereafter authorized which shall
not be limited to a fixed sum or percentage in respect of the rights of the
holders thereof to participate in dividends or in the distribution of assets
upon the voluntary or involuntary liquidation, dissolution or winding up of the
Company; and the term "Convertible Securities" means any stock or other
securities convertible into, or exchangeable for, Common Stock.

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         This Warrant is subject to the following provisions, terms and
conditions:

         1. Exercise; Transferability.

              (a) Subject to the provisions of Section 2, this Warrant shall be
exercisable (i) to the extent of 75,000 shares of Common Stock on the first
anniversary of the date of the Independent Contractor Agreement between the
Company and Dennis Wendell and to which this Warrant is Exhibit A, and (ii) to
the extent of 150,000 Shares on the Second anniversary of such date.

              (b) The rights represented by this Warrant may be exercised by the
Holder hereof, in whole or in part (but not as to a fractional share of Common
Stock), prior to the expiration of this Warrant by written notice of exercise
(in the form attached hereto) delivered to the Company at the principal office
of the Company and accompanied or preceded by the surrender of this Warrant and
payment of the Warrant Exercise Price for such Warrant Shares. Holder shall then
complete and comply with a subscription agreement in the form requested by the
Company.

              (c) Neither this Warrant nor any Warrant Shares may be sold,
assigned, hypothecated, or otherwise transferred other than (i) by will or
pursuant to the operation of law, or (ii) pursuant to Section 9 hereof. Further,
this Warrant may not be sold, transferred, assigned, hypothecated or divided
into two or more Warrants of smaller denominations. Other than by operation of
law, there shall be no more than four outstanding Holders of this Warrant at any
one time.

         2. Condition to Exercise. It shall be a condition to exercise of this
Warrant that (a) the Company obtain on or before January 1, 1998, at least
$2,000,000 in new or additional debt or equity funding ("Funding") for the
purpose of establishing the BIS; and (b) that upon the Company obtaining the
Funding, Contractor shall enter into the Employment Agreement with the company
in the form of Exhibit A hereto. In no case shall this Warrant be exercisable
with respect to any Warrant Shares until such time as the Company obtains
Funding. This Warrant shall be null and void if the Company does not receive the
Funding on or before __________, 1998.

         3. Payment of Warrant Exercise Price. Payment of the Warrant Exercise
Price may be made by cash, certified check, cashiers check or wire transfer or a
combination thereof, at the election of Holder.

         4. Exchange and Replacement. Subject to Sections 1 and 9 hereof, this
Warrant is exchangeable upon the surrender hereof by the Holder to the Company
at its principal executive office for a new Warrant(s) of like tenor and date
representing in the aggregate the right to purchase the number of Warrant Shares
purchasable hereunder, each of such new Warrant(s) to represent the right to
purchase such number of Warrant Shares (not to exceed the aggregate total number
purchasable hereunder) as shall be designated by the Holder at the time of such
surrender. Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction, or mutilation of this Warrant, and, in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to
it, and upon 

<PAGE>


surrender and cancellation of this Warrant, if mutilated, the Company will make
and deliver a new Warrant of like tenor, in lieu of this Warrant; provided,
however, that if the initial Holder shall be such Holder, an agreement of
indemnity by such Holder shall be sufficient for all purposes of this Section 4.
This Warrant shall be promptly canceled by the Company upon the surrender hereof
in connection with any exchange or replacement. The Company shall pay all
expenses (other than stock transfer or income taxes) and other charges payable
in connection with the preparation, execution, and delivery of Warrant(s)
pursuant to this Section 4.

         5. Issuance of the Warrant Shares.

              (a) The Company agrees that the shares of Common Stock purchased
hereby shall be and are deemed to be issued to the Holder as of the close of
business on the date on which this Warrant shall have been surrendered, the
payment made for such Warrant Shares as aforesaid and the subscription agreement
is returned to the Company. Subject to the provisions of the next section,
certificates for the Warrant Shares so purchased shall be delivered to the
Holder within a reasonable time, not exceeding 15 business days after the rights
represented by this Warrant shall have been so exercised, such payment
surrendered and such agreement returned and, unless this Warrant has expired, a
new Warrant representing the right to purchase the number of Warrant Shares, if
any, with respect to which this Warrant shall not then have been exercised shall
also be delivered to the Holder within such time.

              (b) Notwithstanding the foregoing, however, the Company shall not
be required to deliver any certificate for Warrant Shares upon exercise of this
Warrant except in accordance with exemptions from the applicable securities
registration requirements or registrations under applicable securities laws.
Nothing herein, however, shall obligate the Company to effect registrations
under federal or state securities laws. If registrations are not in effect and
if exemptions are not available when the Holder seeks to exercise the Warrant,
the Warrant exercise period will be extended, if need be, to prevent the Warrant
from expiring, until such time as either registrations become effective or
exemptions are available, and the Warrant shall then remain exercisable for a
period of at least 30 calendar days from the date the Company delivers to the
Holder written notice of the availability of such registrations or exemptions.
The Holder agrees to execute such documents and make such representations,
warranties and agreements as may be required solely to comply with the
exemptions relied upon by the Company, or the registrations made, for the
issuance of the Warrant Shares.

         6. Covenants of the Company. The Company covenants and agrees that all
Warrant Shares will, upon issuance, be duly authorized and issued, fully paid,
nonassessable, and free from all taxes (except stock transfer and income taxes),
liens and charges with respect to the issue thereof. The Company further
covenants and agrees that during the period within which the rights represented
by this Warrant may be exercised, the Company will at all times have authorized
and reserved for the purpose of issue or transfer upon exercise of the
subscription rights evidenced by this Warrant a sufficient number of shares of
Common Stock to provide for the exercise of the rights represented by this
Warrant.

<PAGE>


         7. Antidilution Adjustment. The provisions of this Warrant are subject
to adjustment as provided in this Section 7.

              (a) The Warrant Exercise Price shall be adjusted from time to time
such that in case the Company shall hereafter:

                  i) pay any dividends on any class of stock of the Company
              payable in Common Stock;

                  ii) subdivide its then outstanding shares of Common Stock into
              a greater number of shares; or

                  iii) combine outstanding shares of Common Stock, by 
              reclassification or otherwise;

then, in any such event, the Warrant Exercise Price in effect immediately prior
to such event shall (until adjusted again pursuant hereto) be adjusted
immediately after such event to a price (calculated to the nearest full cent)
determined by dividing (a) the number of shares of Common Stock outstanding
immediately prior to such event, multiplied by the then existing Warrant
Exercise Price, by (b) the total number of shares of Common Stock outstanding
immediately after such event (including the maximum number of shares of Common
Stock issuable in respect of any securities convertible into Common Stock), and
the resulting quotient shall be the adjusted Warrant Exercise Price per share.
An adjustment made pursuant to this Subsection shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification. If, as a result of an adjustment
made pursuant to this Subsection, the Holder of any Warrant thereafter
surrendered for exercise shall become entitled to receive shares of two or more
classes of capital stock or shares of Common Stock and other capital stock of
the Company, the Company's Board of Directors (whose determination shall be
conclusive) shall determine the allocation of the adjusted Warrant Exercise
Price between or among shares of such classes of capital stock or shares of
Common Stock and other capital stock. All calculations under this Subsection
shall be made to the nearest cent or to the nearest 1/100 of a share, as the
case may be. In the event that at any time as a result of an adjustment made
pursuant to this Subsection, the Holder of any Warrant thereafter surrendered
for exercise shall become entitled to receive any shares of the Company other
than shares of Common Stock, thereafter the Warrant Exercise Price of such other
shares so receivable upon exercise of any Warrant shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to Common Stock contained in this Section.

              (b) Upon each adjustment of the Warrant Exercise Price pursuant to
Section 7(a) above, the Holder of each Warrant shall thereafter (until another
such adjustment) be entitled to purchase at the adjusted Warrant Exercise Price
the number of shares, calculated to the nearest full share, obtained by
multiplying the number of shares specified in such Warrant (as adjusted as a
result of all adjustments in the Warrant Exercise Price in effect prior to such
adjustment) by the Warrant Exercise

<PAGE>


Price in effect prior to such adjustment and dividing the product so obtained by
the adjusted Warrant Exercise Price.

              (c) In case of any capital reorganization or any reclassification
of the shares of Common Stock of the Company, or any consolidation or merger to
which the Company is a party other than a merger or consolidation in which the
Company is the continuing corporation, or in case of any sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety, or in the case of any statutory exchange of
securities with another corporation (including any exchange effected in
connection with a merger of a third corporation into the Company), there shall
be no adjustment under Subsection (a) of this Section above but the Holder of
each Warrant then outstanding shall have the right thereafter to convert such
Warrant into the kind and amount of shares of stock and other securities and
property which it would have owned or have been entitled to receive immediately
after such capital reorganization, reclassification, consolidation, merger,
statutory exchange, sale, or conveyance had such Warrant been converted
immediately prior to the effective date of such consolidation, merger, statutory
exchange, sale, or conveyance and in any such case, if necessary, appropriate
adjustment shall be made in the application of the provisions set forth in this
Section with respect to the rights and interests thereafter of any Holders of
the Warrant, to the end that the provisions set forth in this Section shall
thereafter correspondingly be made applicable, as nearly as may reasonably be,
in relation to any shares of stock and other securities and property thereafter
deliverable on the exercise of the Warrant. The provisions of this Subsection
shall similarly apply to successive consolidations, mergers, statutory
exchanges, sales or conveyances. Prior to consummating any such consolidation,
merger or sale, the successor corporation (if other than the Company) resulting
from such consolidation or merger, or the corporation purchasing such assets,
shall assume by written instrument executed and mailed to the registered Holder
hereof at the last address of such Holder appearing on the books of the Company,
the obligation to deliver to such Holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such Holder may be
entitled to purchase.

              (d) Upon any adjustment of the Warrant Exercise Price, then, and
in each such case, the Company shall give written notice thereof, by first class
mail, postage prepaid, addressed to the Holder as shown on the books of the
Company, which notice shall state the Warrant Exercise Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares of
Common Stock purchasable at such price upon the exercise of this Warrant,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.

         8. No Voting Rights. This Warrant shall not entitle the Holder to any
voting rights or other rights as a shareholder of the Company.

         9. Change in Control.

              (a) Notwithstanding any other provision of this Warrant to the
contrary, in the event of a Change in Control (as defined below), this Warrant
shall become fully exercisable and vested to the fullest extent of the original
grant.

<PAGE>


              (b) For the purposes hereof, a "Change in Control" shall mean the
happening of any of the following events:

                  (i) The acquisition by any individual, entity or group 
              (collectively, a "Person") (within the meaning of Section 13(d)(3)
              or 14(d)(2) of the Securities Exchange Act of 1934, as amended
              (the "Exchange Act"), of beneficial ownership (within the meaning
              of Rule 13d-3 promulgated under the Exchange Act) of 30% or more
              of either (1) the then outstanding shares of Common Stock, or (2)
              the combined voting power of the then outstanding voting
              securities of the Company entitled to vote generally in the
              election of directors; provided, however, that the following
              acquisitions shall not constitute a Change in Control: (A) any
              acquisition directly from the Company; (B) any acquisition by the
              Company; (C) any acquisition by a Person including the participant
              or with whom or with which the participant is affiliated; (D) any
              acquisition by a Person or Persons, one or more of which is a
              member of the Board of Directors or an officer of the Company or
              an affiliate of any of the foregoing on the effective date of the
              Change in Control, (E) any acquisition by any employee benefit
              plan (or related trust) sponsored or maintained by the Company or
              any corporation controlled by the Company; or (F) any acquisition
              by any corporation pursuant to a transaction described in clauses
              (1), (2) and (3) of paragraph (iii) of this Subsection; or

                  (ii) During any period of 24 consecutive months, individuals
              who, as of the beginning of such period, constituted the entire
              Board of Directors of the Company cease for any reason to
              constitute at least a majority of such Board, unless the election,
              or nomination for election, by the Company's stockholders of each
              new director was approved by a vote of at least two-thirds
              (2/3rds) of the Continuing Directors, as hereinafter defined, in
              office on the date of such election or nomination for election for
              the new director. For purposes hereof, "Continuing Director" shall
              mean: (A) any member of the Company's Board of Directors at the
              close of business on the effective date of the Change in Control;
              or (B) any member of the Company's Board of Directors who
              succeeded any Continuing Director described in clause (A) above if
              such successor's election, or nomination for election, by the
              Company's stockholders, was approved by a vote of at least
              two-thirds (2/3rds) of the Continuing Directors then still in
              office. The term "Continuing Director" shall not, however, include
              any individual whose initial assumption to office occurs as a
              result of either an actual or threatened election contest (as such
              term is used in Rule 14a-11 of Regulation 14A of the Exchange Act)
              or other actual or threatened solicitation of proxies or consents
              by or on behalf of a Person other than the Company's Board of
              Directors.

                  (iii) Approval by the stockholders of the Company of a
              reorganization, merger or consolidation, in each case, unless,
              following such reorganization, merger or consolidation, (1) more
              than 60% of the then outstanding securities having the right to
              vote in the election of directors of the corporation resulting
              from such reorganization, merger or consolidation

<PAGE>


              is then beneficially owned, directly or indirectly, by all or
              substantially all of the individuals and entities who were the
              beneficial owners of the outstanding securities having the right
              to vote in the election of directors of the Company immediately
              prior to such reorganization, merger or consolidation, (2) no
              Person (excluding the Company, any employee benefit plan (or
              related trust) of the Company or such corporation resulting from
              such reorganization, merger or consolidation and any Person
              beneficially owning, immediately prior to such reorganization,
              merger or consolidation, directly or indirectly, 30% or more of
              the then outstanding securities having the right to vote in the
              election of Directors of the Company) beneficially owns, directly
              or indirectly, 30% or more of the then outstanding securities
              having the right to vote in the election of the directors of the
              corporation resulting from such reorganization, merger or
              consolidation, and (3) at least a majority of the members of the
              Board of Directors of the corporation resulting from such
              reorganization, merger or consolidation are Continuing Directors
              at the time of the execution of the initial agreement providing
              for such reorganization, merger or consolidation; or

                  (iv) Approval by the stockholders of the Company of (1) a
              complete liquidation or dissolution of the Company, or (2) the
              sale or other disposition of all or substantially all of the
              assets of the Company, other than to a corporation, with respect
              to which following such sale or other disposition, (A) more than
              60% of the then outstanding securities having the right to vote in
              the election of directors of such corporation is then beneficially
              owned, directly or indirectly, by all or substantially all of the
              individuals and entities who were the beneficial owners of the
              outstanding securities having the right to vote in the election of
              directors of the Company immediately prior to such sale or other
              disposition of such outstanding securities, (B) no Person
              (excluding the Company and any employee benefit plan (or related
              trust) of the Company or such corporation and any Person
              beneficially owning, immediately prior to such sale or other
              disposition, directly or indirectly, 30% or more of the
              outstanding securities having the right to vote in the election of
              Directors of the Company) beneficially owns, directly or
              indirectly, 30% or more of the then outstanding securities having
              the right to vote in the election of directors of such
              corporation, and (C) at least a majority of the members of the
              board of directors of such corporation are Continuing Directors at
              the time of the execution of the initial agreement or action of
              the Company's Board of Directors providing for such sale or other
              disposition of assets of the Company.

         10. Notice of Transfer of Warrant or Resale of the Warrant Shares.

              (a) Subject to the sale, assignment, hypothecation, or other
transfer restrictions set forth in Section 1 hereof, the Holder, by acceptance
hereof, agrees to give seven days written notice to the Company before
transferring this Warrant or transferring any Warrant Shares of such Holder's
intention to do so, describing briefly the manner of any proposed transfer. Such
notice may be provided in the form of Warrant Assignment

<PAGE>


attached hereto. Promptly upon receiving such written notice, the Company shall
present copies thereof to the Company's counsel. If in the reasonable opinion of
such counsel, the proposed transfer may be effected without registration or
qualification (under any federal or state securities laws), the Company, as
promptly as practicable, shall notify the Holder of such opinion, whereupon the
Holder shall be entitled to transfer this Warrant or to dispose of Warrant
Shares received upon the previous exercise of this Warrant, all in accordance
with the terms of the notice delivered by the Holder to the Company; provided
that an appropriate legend may be endorsed on this Warrant or the certificates
for such Warrant Shares respecting restrictions upon transfer thereof necessary
or advisable in the opinion of counsel and satisfactory to the Company to
prevent further transfer which would be in violation of Section 5 of the
Securities Act and applicable state securities laws; and provided further that
the prospective transferee or purchaser shall execute such documents and make
such representations, warranties and agreements as may be reasonably required
solely to comply with the exemptions relied upon by the Company for the transfer
or disposition of the Warrant or Warrant Shares.

              (b) If in the reasonable opinion of the counsel referred to in
this Section 10, the proposed transfer or disposition of this Warrant or such
Warrant Shares described in the written notice given pursuant to this Section 10
may not be effected without registration or qualification of this Warrant or
such Warrant Shares, the Company shall promptly give written notice thereof to
the Holder, and the Holder will limit its activities in respect to such as, in
the reasonable opinion of such counsel to the Company, are permitted by law.

         11. Fractional Shares. Fractional shares shall not be issued upon the
exercise of this Warrant, but in any case where the Holder would, except for the
provisions of this Section, be entitled under the terms hereof to receive a
fractional share, the Company shall, upon the exercise of this Warrant for the
largest number of whole shares then called for, pay a sum in cash equal to the
sum of (a) the excess, if any, of the Market Price of such fractional share over
the proportional part of the Warrant Exercise Price represented by such
fractional share, plus (b) the proportional part of the Warrant Exercise Price
represented by such fractional share. For purposes of this Section, the term
"Market Price" with respect to shares of Common Stock of any class or series
means the last reported sale price or, if none, the average of the last reported
closing bid and ask prices on any national securities exchange or quoted on
Nasdaq, or if not listed on a national securities exchange or quoted on Nasdaq,
the average of the last reported closing bid and ask prices as reported by Metro
Data Company, Inc. from quotations by market makers in such Common Stock on the
Minneapolis-St. Paul local over-the-counter sales.

         12. Representations of the Holder.

              (a) The Holder acknowledges and represents that Holder understands
that this Warrant is illiquid and highly speculative, that Holder is able to
bear the economic risk associated with this Warrant, and that Holder believes
that this Warrant is a suitable investment for Holder.

<PAGE>


              (b) The Holder acknowledges and represents that Holder has been
given access to full and complete information regarding the Company (including
the opportunity to meet with Company officers and to review such documents as
Holder may have requested in writing) and has utilized such access to Holder's
satisfaction for the purpose of obtaining information about the Company.

              (c) The Holder represents and warrants that this Warrant is being
acquired for Holder's own account and without the intention of reselling or
redistributing the same. The Holder further understands and agrees that the
transferability of the Warrant is restricted as described herein.

              (d) The Holder hereby represents that he is an "accredited
investor" within the meaning of Rule 501 of Regulation D under the Securities
Act.

<PAGE>


         IN WITNESS WHEREOF, the undersigned have caused this Warrant to be
signed this ___ day of August, 1997.

ATTEST:                              DIGITAL BIOMETRICS, INC.




Its Secretary                        By 
-------------------------------         ----------------------------------
                                        James C. Granger
                                        Its Chief Executive Officer



                                     -------------------------------------
                                     Dennis Wendell

<PAGE>


                           NOTICE OF WARRANT EXERCISE

                  (To be signed only upon exercise of Warrant)

TO:      DIGITAL BIOMETRICS, INC.

         The undersigned hereby irrevocably elects to exercise the attached
Warrant to purchase for cash, _____________ of the shares issuable upon the
exercise of such Warrant, and requests that certificates for such shares
(together with a new Warrant to purchase the number of shares, if any, with
respect to which this Warrant is not exercised) shall be issued in the name of,
and be delivered to,

                                           -------------------------------------
                                           (Print Name)


                                           -------------------------------------
Please insert social security or other     (Address)
identifying number of registered holder
of certificate (_____________)
                                           -------------------------------------




Date: _____________________, 199__         Signature*




*The signature of the Notice of Exercise of Warrant must correspond to the name
as written upon the face of the Warrant in every particular without alteration
or enlargement or any change whatsoever. When signing on behalf of a
corporation, partnership, trust or other entity, PLEASE indicate your
position(s) and title(s) with such entity.

<PAGE>


                               WARRANT ASSIGNMENT

                  (To be signed only upon transfer of Warrant)

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ______________________________ the right represented by the foregoing
warrant to purchase Common Stock of DIGITAL BIOMETRICS, INC., to which the
foregoing warrant relates and appoints ________________________________ attorney
to transfer said right on the books of DIGITAL BIOMETRICS, INC., with full power
of substitution in the premises.

         The manner of the proposed transfer by the undersigned is described
briefly in the space below.


Dated:______________________________



                                           ------------------------------------
                                                         (Signature)

                                           ------------------------------------
 
                                           ------------------------------------

                                           ------------------------------------
                                                          (Address)

In Presence Of:


-----------------------------------